EXHIBIT 99.5
FIRST AMENDMENT
TO
MONITORING AND OVERSIGHT AGREEMENT
THIS FIRST AMENDMENT TO MONITORING AND OVERSIGHT AGREEMENT (this
"Amendment") is made and entered into as of January 7, 2002, among Sunrise
Television Corp., a Delaware corporation ("Holdings"), STC Broadcasting, Inc., a
Delaware corporation (the "Company"), and Xxxxx, Muse & Co. Partners, L.P., a
Texas limited partnership (together with its successors, "HMCo").
WHEREAS, Holdings, the Company and HMCo entered into a Monitoring and
Oversight Agreement dated as of February 28, 1997 (the "Monitoring Agreement"),
pursuant to which, inter alia, Holdings and the Company retained HMCo to
acquire, and HMCo agreed to provide certain monitoring and oversight services to
Holdings and the Company according to the terms of the Monitoring Agreement; and
WHEREAS, each of Holdings, the Company, and HMCo desire to amend the
Monitoring Agreement as hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendment. Section 3 of the Monitoring Agreement is hereby amended
by deleting Section 3 in its entirety and by substituting in lieu thereof the
following:
"3. Compensation.
(a) As compensation for HMCo's services to Holdings
and the Company under this Agreement, Holdings and the Company
hereby irrevocably agree to pay to HMCo, and Holdings agrees
to cause the Company to pay, an aggregate annual fee (the
"Monitoring Fee") of $100,000 prorated on a daily basis for
any partial calendar year during the term of this Agreement.
The Monitoring Fee shall be payable in equal quarterly
installments on each January 1, April 1, July 1 and October 1
during the term of this Agreement (each a "Payment Date"),
beginning with the first Payment Date following the date
hereof. All payments shall be made by wire transfer of
immediately available funds to the account described on
Exhibit A hereto (or such other account as HMCo may hereafter
designate in writing).
(b) All past due payments in respect of the
Monitoring Fee shall bear interest at the lesser of the
highest rate of interest which may be charged under applicable
law or the prime commercial lending rate per annum of XX
Xxxxxx Chase & Co. or its successors (which rate is a
reference rate and is not necessarily its lowest or best rate
of interest actually charged to any customer) (the "Prime
Rate") as in effect from time to time, plus five percent (5%),
from the due date of such payment to and including the date on
which payment is made to HMCo in full, including such interest
accrued thereon."
2. Certain Definitions. Capitalized terms used without definition in
this Amendment have the meanings set forth in the Monitoring Agreement (as
amended hereby).
3. Counterparts. This Amendment may be executed in any number of
counterparts, each of which will be deemed to be an original, but all of which
will constitute one and the same instrument, and the signature of any party to
any counterpart shall be deemed a signature to, and maybe appended to, any other
counterpart.
4. Effect; Governing Law. Except as specifically amended by this
Amendment, the Monitoring Agreement shall remain in full force and effect. This
Amendment shall be binding upon and shall inure to the benefit of the parties
hereto and their successors and permitted assigns. This Amendment shall be
governed by and construed in accordance with the laws of the State of Texas
(without regard to the conflicts-of-law principles thereof).
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
XXXXX, MUSE & CO. PARTNERS, L.P.
By: HM PARTNERS INC.,
its General Partner
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized Representative
SUNRISE TELEVISION CORP.
By: /s/ Xxxxx X. Xxxx
-------------------------------
Name: Xxxxx X. Xxxx
Title: Executive Vice President and
Chief Financial Officer
STC BROADCASTING, INC.
By: /s/ Xxxxx X. Xxxx
-------------------------------
Name: Xxxxx X. Xxxx
Title: Executive Vice President and
Chief Financial Officer
